Business LREC Document

Business LREC Document

This Business LREC Document ("Agreement") is made as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Service Provider to perform certain limited licensing, representation, engagement, and coordination services described herein, and Service Provider has represented that it has the requisite expertise, personnel, and authority to provide those services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Scope of Work and Client will compensate Service Provider, and to allocate risk, confidentiality, and governance matters between them.

WHEREAS, the parties intend for this Agreement to govern all services and related deliverables described below and to supersede prior agreements or understandings with respect to such subject matter.

Scope of Work

Service Provider shall provide the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any performance metrics shall be as set forth in the Scope of Work or in separate written addenda executed by both parties.

Payment Terms

If any undisputed amount is not paid within days after the due date, the unpaid balance shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Service Provider may suspend Services after providing days' written notice of intent to suspend, subject to cure rights.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligations to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Confidential Information. Receiving Party may disclose Confidential Information to the extent compelled by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party's efforts to seek protective relief.

By checking this box, the signer acknowledges and agrees to the confidentiality obligations set forth in this Agreement.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that Services will be provided in a professional manner consistent with generally accepted industry standards. Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to limits agreed in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement, except that injunctive relief may be sought in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and written addenda executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, both written and oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Sign Now